8-K
Yotta Acquisition Corp (YOTA)
UNITEDSTATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
October 22, 2025
Date of Report (Date of earliest event reported)
Yotta Acquisition Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41357 | 00-0000000 N/A |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 1185 Avenue of the Americas, Suite 304<br><br> <br>New York, NY 10036 | 10036 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 612-1400
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the<br>Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the<br>Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units | YOTAU | The Nasdaq Stock Market LLC |
| Common Stock | YOTA | The Nasdaq Stock Market LLC |
| Warrants | YOTAW | The Nasdaq Stock Market LLC |
| Rights | YOTAR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM
5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
The disclosure set forth in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
ITEM
5.07 SUBMISSION OF A MATTER TO A VOTE OF SECURITY HOLDERS.
On October 22, 2025, the Company held a Special Meeting of Stockholders (the “Special Meeting”). The record date for the stockholders entitled to notice of, and to vote at, the Special Meeting was September 22, 2025. At the close of business on that date, there were 3,682,604 shares of common stock issued and outstanding and entitled to vote at the Special Meeting. Of the 3,682,604 shares of common stock issued and outstanding and entitled to be voted at the Special Meeting, 3,278,974 shares (or 89.04%), constituting a quorum, were represented in person or by proxy at the Special Meeting. At the Special Meeting, three proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission. The final voting results were as follows:
Proposal1
The Company’s stockholders approved the amendment (the “Extension Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination from October 22, 2025 to April 22, 2027 (the “Extended Termination Date”), without any additional deposits into the trust account, based upon the voting results set forth below.
| For | Against | Abstain |
|---|---|---|
| 3,278,974 | 0 | 0 |
Proposal2
The Company’s stockholders approved an amendment (the “Third Trust Amendment”) to the Investment Management Trust Agreement, dated as of April 19, 2022, as amended on April 19, 2023 and August 22, 2024, by and between the Company and Continental Stock Transfer & Trust Company, to provide that the time for the Company to complete its initial business combination under the Trust Agreement shall be extended from October 22, 2025 to April 22, 2027, with the Sponsor agreeing to make, for each one-month extension, a contribution to the Trust Account equal to thelesser of (i) $7,500 or (ii) $0.33 per public share outstanding at the time of the extension, as an interest-free loan to be repaid onlyupon consummation of a business combination, based upon the voting results set forth below.
| For | Against | Abstain |
|---|---|---|
| 3,278,974 | 0 | 0 |
Proposal3
The Company’s stockholders approved a proposal (the “Adjournment Proposal”) to direct the chairman of the Special Meeting to adjourn the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there were insufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal, based upon the voting results set forth below.
| For | Against | Abstain |
|---|---|---|
| 3,278,974 | 0 | 0 |
The Company’s stockholders approved the Extension Amendment at the Special Meeting. The Company expects to file a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect the approved amendments promptly following the Special Meeting.
| 1 |
| --- |
Item 9.01 Financial Statementsand Exhibits.
| (d) | Exhibits |
|---|
The following exhibit is filed herewith:
| Exhibit No. | Description of Exhibits |
|---|---|
| 3.1 | Fourth Amendment to the Amended and Restated Certificate of Incorporation of Yotta Acquisition Corporation |
| 10.1 | Third Amendment to the Investment Management Trust Agreement, dated October 22, 2025, by and between Yotta Acquisition Corporation and Continental Stock Transfer & Trust Company |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 6, 2025 | Yotta Acquisition Corporation | |
|---|---|---|
| By: | /s/ Hui Chen | |
| Name: | Hui Chen | |
| Title: | Chief Executive Officer |
| 3 |
| --- |
Exhibit 3.1
FOURTH AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
YOTTA ACQUISITION CORPORATION
October 22, 2025
Yotta Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
The name of the Corporation is “Yotta Acquisition Corporation” The original certificate of incorporation (the “Original Certificate”) was filed with the Secretary of State of the State of Delaware on March 8, 2021.
On January 3, 2022, in connection with the IPO (the “Initial Public Offering”), the Company adopted its Amended Certificate of Incorporation (the “Amended Certificate”).
On April 19, 2023, the Corporation adopted the First Amendment to the Amended and Restated Certificate, on September 22, 2023, the Second Amendment, and on August 22, 2024, the Third Amendment to the Amended and Restated Certificate.
This Fourth Amendment to the Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and approved by the Corporation’s stockholders in accordance with Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”).
The text of paragraph E of Article Sixth is hereby amended and restated to read in full as follows:
“In the event that the Corporation does not consummate a Business Combination by April 22, 2027 (such date being referred to as the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the board of directors pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Corporation to pay its taxes divided by the total number of IPO Shares then outstanding”
- The text of paragraph D of Article Sixth is hereby amended and restated to read in full as follows:
“The Corporation will not consummate any Business Combination unless it (or any successor) (i) has net tangible assets of at least $5,000,001 upon consummation of such Business Combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act.”
IN WITNESS WHEREOF, Yotta Acquisition Corporation has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
| Yotta Acquisition Corporation | |
|---|---|
| By: | /s/ Hui Chen |
| Name: | Hui Chen |
| Title: | Chief Executive Officer and Director |
Exhibit 10.1
THIRD AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS THIRD AMENDMENT is made as of October 22, 2025, by and between Yotta Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of April 19, 2022 (as amended on April 19, 2023 and August 22, 2024, the “Trust Agreement”);
WHEREAS, Section 1(i) of the Trust Agreement provides that the time period for which the Trust Account is to exist may be extended by amendment approved by the Company’s stockholders; and
WHEREAS, at a special meeting of the stockholders of the Company held on October 22, 2025, the stockholders approved an amendment to the Trust Agreement to extend the date by which the Company must complete a business combination from October 22, 2025 to April 22, 2027.
NOW, THEREFORE, in consideration of the foregoing and mutual agreements contained herein, the parties hereto agree as follows:
| 1. | The date set forth in Section 1(i) of the Trust Agreement is hereby amended by replacing “October 22, 2025” with “April 22, 2027.” |
|---|---|
| 2. | Except as hereby amended, the Trust Agreement shall remain in full force and effect. |
| --- | --- |
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed as of the date first above written.
| YOTTA ACQUISITION CORPORATION | |
|---|---|
| By: | /s/ Hui Chen |
| Name: | Hui Chen |
| Title: | Chief Executive Officer |
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY | |
| --- | --- |
| By: | /s/ Francis Wolf |
| Name: | Francis Wolf |
| Title: | Vice President |